USA Delivers Strong Q4 On All Key Metrics; Gross Transactions up 51%, Total Revenue up 30%; Adjusted EBITDA up 56%, Operating Income to $37 million.Business Editors NEW YORK--(BUSINESS WIRE)--Feb. 6, 2003 GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. Grows to $0.25, Adjusted EPS to $0.17
Pro Forma (a)
---------------------------
Q4 2002 Q4 2001 Growth
---------- -------- -------
$ in millions, except per
share
Gross Transaction Value $3,475 $2,303 51%
Revenue $1,339 $1,030 30%
Adjusted EBITDA (b) $192 $123 56%
Operating Income $37 $(2) NM
GAAP EPS $0.25 $(0.05) NM
Adjusted EPS * (b) $0.17 $0.09 80%
* Referred to as Cash EPS in USA's previous filings.
(a) IMPORTANT: All results herein are presented on a comparative pro
forma basis reflecting the Vivendi transaction, the roll-ups of
USANi LLC and Home Shopping Network, Inc., and the merger with
Ticketmaster that closed on January 17, 2003, and USA's
acquisition of a majority stake in Expedia as if those
transactions had been completed as of January 1, 2001, and reflect
continuing operations and exclude one-time items, unless otherwise
noted. 2001 data is not pro forma for the acquisitions of TV
Travel Shop and Interval. Read all footnotes and important
disclaimer at the end of this release.
(b) Before non-recurring items, including restructuring charges.
Please see page F-1and F-2 for full reconciliations for 2002 and
2001 from Adjusted EBITDA to Operating Income, and from Adjusted
Net Income to Net Income.
USA Interactive reported results for its quarter ended December December: see month. 31, 2002. -- This is the last quarter in which USA will report Adjusted EBITDA. See page 2 for more information. -- USA generated $545 million in Free Cash Flow during 2002, with $741 million in Net Cash Provided by Operating Activities. -- HSN-U.S. grew Adjusted EBITDA by 11% to $84.3 million in Q4 on sales that were down slightly, due primarily to higher gross margins of 36.7%. HSN's Operating Income also grew 27% to $43.1 million. -- Travel, USA's strongest growth area, increased gross bookings 104% to $1.8 billion in Q4, driven by 101% more merchant room nights sold. The travel businesses' Adjusted EBITDA improved by 75% to $79 million and Operating Income by 107% to $44 million. -- Ticketing gross transactions increased 27% to $1.1 billion in Q4. As a result, Ticketing Adjusted EBITDA increased 60% to $34.3 million and Operating Income grew 659% to $16.6 million. 41% of tickets were sold online, versus 34% in the year ago period. -- Match.com Adjusted EBITDA grew 65% to $12.5 million and Operating Income grew 149% to $9.3 million on 111% higher revenue in Q4. Match.com's subscribers increased 90% over the prior year to 724,829 at the end of Q4. -- USA also released today its final budget for 2003. Please see related 8-K for further detail. FINANCIAL RESULTS As USA has indicated in previous filings, the company switched its focus from Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ("EBITDA") to Adjusted Net Income (referred to as "Cash Net Income" in previous filings) as its most important 'bottom line' performance metric for the company as a whole. Going forward, for segment reporting segment reporting A type of financial reporting in which the firm discloses information by identifiable industry segments. For example, Union Pacific Corporation reports revenues, income, assets, depreciation, and capital expenditures for each of four purposes, the company has switched its focus from Adjusted EBITDA to EBITA EBITA Earnings Before Interest Taxes Amortization , defined as operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. plus amortization of (1) non-cash compensation, (2) non-cash distribution and marketing, (3) other intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. (and goodwill in 2001), (4) non-recurring items, and (5) HSN HSN Home Shopping Network HSN High Speed Network HSN Hereditary Sensory Neuropathy HSN Highly Saturated Nitrile HSN Healthy Schools Network, Inc. HSN Hopping Sequence Number HSN Historical Sample of the Netherlands HSN Haiti Support Network disengagement disengagement /dis·en·gage·ment/ (dis?en-gaj´ment) emergence of the fetus from the vaginal canal. dis·en·gage·ment n. costs. Segment results in this release are presented on an EBITDA basis for purposes of comparison with prior periods. NET INCOME / ADJUSTED NET INCOME Adjusted Net Income generally captures all income statement items that are ultimately settled in cash. The following table shows the reconciliation from Net Income to Adjusted Net Income. All results are pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma for the Vivendi
VIVENDI® is a software package for care management and staff organisation published by the German software company CONNEXT and introduced in 1995. and Expedia transactions and the Ticketmaster This article or section may contain original research or unverified claims. Please help Wikipedia by adding references. See the for details. This article has been tagged since October 2007. merger. See pages F-1 and F-2 for full details on actual and adjusted results.
Q4 2002 Q4 2001 Growth
---------- ------- ------
$ in millions
Diluted net income available to common NM
shareholders $128.5 $(24.4)
One-time items (a) (80.6) 12.2 NM
---------- ------- ------
Diluted Net Income before one-time items 47.9 (12.2) NM
Add back of preferred dividend 3.3 - NM
Amortization of non-cash compensation 9.2 8.3 11%
Amortization of non-cash distribution
and marketing 9.9 9.0 9%
Amortization of other intangibles
(non-cash) 49.6 52.1 -5%
Equity (income)/loss from 5.44% common NM
interest in VUE (8.8) -
Less: related tax and minority
interest (19.4) (9.2) -111%
---------- ------- ------
Adjusted Net Income $91.6 $48.1 90%
========== ======= ======
Adjusted EPS $0.17 $0.09 80%
========== ======= ======
(a) Includes restructuring and one-time items in 2002 related to costs
to restructure certain businesses, including ECS contract
terminations, and costs incurred by the special committees of
Expedia and Ticketmaster offset by the reversal of estimated
purchase accounting liabilities established in prior years by HSN
and PRC. Such reserves were deemed to be in excess of amounts
expected to be paid. 2001 represents non-recurring costs related
to restructuring operations, employee terminations and the
write-down of certain investments.
NET CASH PROVIDED BY OPERATING ACTIVITIES / FREE CASH FLOW Cash provided by operating activities, capital expenditures, investments to fund HSN International and the preferred dividend preferred dividend n. a payment of a corporation's profits to holders of preferred shares of stock. (See: preferred stock) paid, are all consistent with amounts presented on the Company's actual cash flow statement prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with GAAP.
FY 2002
---------
$ in
millions
Earnings before preferred dividend $7.4
Depreciation and all amortization 452.6
5% PIK interest on Class A Preferred (23.0)
Equity in losses of unconsolidated affiliates and
other investment write-offs 121.9
Minority interest (benefit) / expense 34.1
Changes in working capital and other 147.9
---------
Net Cash Provided by Operating Activities 740.8
Capital expenditures (153.4)
Investments to fund HSN International (32.0)
Preferred dividend paid (10.2)
---------
Free Cash Flow $545.2
=========
SEGMENT RESULTS USA reported the following segment results on a comparative pro forma basis reflecting the Vivendi transaction and USA's acquisition of a majority stake in Expedia as if those transactions had been completed as of January January: see month. 1, 2001. The Ticketmaster merger completed on January 17, 2003 had no impact on the results presented below. Please see pages F-7 and F-8 for full reconciliation of segment Adjusted EBITDA to segment Operating Income:
Revenue
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 470.3 $ 476.2 -1%
Ticketing 164.3 131.8 25%
Match.com 37.1 17.6 111%
Hotels.com 272.6 141.7 92%
Expedia 163.8 81.8 100%
Interval 36.4 - NM
PRC 78.0 69.8 12%
Corporate and other (b) - - NM
---------- --------------------
Sub-total 1,222.5 918.7 33%
Emerging Businesses:
Citysearch and related 8.3 10.3 -19%
International TV shopping and (c)
other 105.4 82.2 28%
ECS / Styleclick 8.8 12.4 -29%
---------- --------------------
Sub-total 122.5 104.9 17%
Foreign exchange rate fluctuation (d) (2.9) (10.2) 72%
HSN Disengagement (e) (0.4) 19.1 NM
Intersegment Elimination (2.8) (2.2) -29%
---------------------------------
Total $ 1,339.0 $ 1,030.3 30%
========== ====================
Adjusted EBITDA (a)
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 84.3 $ 76.1 11%
Ticketing 34.3 21.5 60%
Match.com 12.5 7.6 65%
Hotels.com 32.5 22.9 42%
Expedia 47.0 22.2 112%
Interval 3.6 - NM
PRC 11.9 6.2 91%
Corporate and other (b) (16.6) (7.0) -136%
---------- --------------------
Sub-total 209.5 149.4 40%
Emerging Businesses:
Citysearch and related (10.0) (9.9) -1%
International TV shopping and (c)
other (3.3) (7.7) 58%
ECS / Styleclick (3.9) (7.8) 50%
---------- --------------------
Sub-total (17.2) (25.4) 32%
Foreign exchange rate fluctuation (d) (0.2) (0.2) -3%
HSN Disengagement (e) - (0.5) 100%
Intersegment Elimination - - NM
-------------------------------
Total $ 192.1 $ 123.3 56%
========== ====================
Attributable Adjusted EBITDA -
Operating Businesses $ 177.1 $ 105.7 68%
========== ====================
Supplemental disclosure:
Total $ 192.1 $ 123.3 56%
Non-recurring items (f) (9.7) (3.0) -220%
---------- --------------------
Including non-recurring
items $ 182.4 $ 120.3 52%
========== ====================
Operating Income
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 43.1 $ 34.0 27%
Ticketing 16.6 2.2 659%
Match.com 9.3 3.7 149%
Hotels.com 25.9 17.0 52%
Expedia 27.4 4.4 525%
Interval (5.5) - NM
PRC 1.8 (2.4) NM
Corporate and other (b) (24.8) (9.8) -154%
---------- --------------------
Sub-total 93.7 49.1 91%
Emerging Businesses:
Citysearch and related (24.6) (28.7) 14%
International TV shopping and (c)
other (3.7) (10.6) 65%
ECS / Styleclick (4.8) (8.6) 43%
---------- --------------------
Sub-total (33.1) (48.0) 31%
Foreign exchange rate fluctuation (d) (0.2) (0.1) -323%
HSN Disengagement (e) (9.3) (0.5) -1967%
Intersegment Elimination - - NM
-------------------------------
Total $ 51.0 $ 0.7 7684%
========== ====================
Attributable Adjusted EBITDA -
Operating Businesses
Supplemental disclosure:
Total $ 51.0 $ 0.7 7684%
Non-recurring items (f) (13.6) (3.0) -349%
---------- --------------------
Including non-recurring
items $ 37.3 $ (2.4) NM
========== ====================
(a) See page 6 for definition. Amounts excluded from Adjusted EBITDA
include: depreciation ($48.1 million and $34.6 million in Q4 2002
and Q4 2001, respectively); amortization of cable distribution
fees ($15.0 million and $14.6 million in Q4 2002 and Q4 2001,
respectively); amortization of non-cash items ($68.7 million and
$69.5 million in Q4 2002 and Q4 2001, respectively); disengagement
related payments to cable operators and marketing expenses ($9.3
million, including $0.4 million of coupons related to the
disengaged markets, and $4.1 million in Q4 2002 and Q4 2001,
respectively) related to the transfer of HSN's distribution to
cable (which has been accomplished); and non-recurring items of
$9.7 million and $3.0 million in Q4 2002 and Q4 2001,
respectively.
(b) Higher corporate costs are due primarily to an increase in
corporate employees in connection with USA's significant expansion
in 2002, as well as bonuses paid to senior executives for 2002
performance. No such bonuses were made in 2001.
(c) International TV Shopping and Other includes HSE Germany, Euvia,
HOT Networks, TV Travel Shop, HSN emerging businesses and overhead
costs related to HSN International.
(d) In order to present comparable results for International TV
Shopping and Other, results for HSE-Germany have been translated
from foreign currencies to U.S. dollars at a constant exchange
rate.
(e) 2001 amounts reflect estimated results generated by homes lost by
HSN following the sale of USA Broadcasting to Univision.
(f) Please see footnotes on pages F-1 and F-2 for details on
restructuring and one-time items.
CAPITALIZATION capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. USA has cash, securities and debt on its balance sheet, which have been adjusted to reflect how USA management looks at its capitalization as a whole. These adjustments are as follows: 1) Cash is adjusted for the percent attributable attributable emanating from or pertaining to attribute. attributable proportion see attributable risk (below). attributable risk to minority interests in USA's public subsidiaries; 2) Cash is adjusted to exclude cash due to clients at Ticketmaster; 3) Securities in VUE See HP-VUE. VUE - Visual User Environment: a desktop manager for Unix from Hewlett-Packard. are adjusted to exclude the estimated present value of taxes USA expects to pay on these securities, but excludes any impact of the reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. USA expects to receive from VUE on tax payments USA makes related to its interest in VUE; 4) Preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. is adjusted to reflect the face value of the security (amounts in millions):
As of 12/31/02
----------------------------------
Balance
Sheet
Carrying Adjustment As
Value Adjusted
--------- ---------- ---------
Cash and marketable securities:
USA $2,971 $(105)(a) $2,866
Expedia 584 (c) (265)(b) 319
Hotels.com 396 (c) (135)(b) 261
--------- ---------- ---------
Total cash and marketable securities
/ attributable cash $3,951 $(505) $3,446
========= ========== =========
Securities in VUE 2,971 (768)(d) 2,203
Long-term debt (1,236)(e) 0 (1,236)
Preferred stock (0) (656)(f) (656)
--------- ---------- ---------
Net cash / attributable cash and
securities $5,686 $(1,929) $3,757
========= ========== =========
----------------------------------------------------------------------
As of
1/17/03
---------
Diluted shares outstanding (g):
Basic shares outstanding 495.9
Treasury method options, warrants
and restricted stock 24.4
---------
Diluted shares outstanding 520.3
Market Capitalization $11,914
(a) Reflects Ticketmaster merger, which closed on January 17, 2003,
and reflects exclusion of cash due to clients (approximately $106
million) at Ticketmaster.
(b) Reflects percentage of cash attributable to USA's public
subsidiaries, based on the Q4 weighted average of USA's fully
diluted, treasury method ownership in each of its public
subsidiaries, which was 66% for Hotels.com and 55% for Expedia.
(c) Cash includes $149.3 million in deferred merchant bookings at
Expedia and $76.4 million in deferred revenue at Hotels.com.
(d) Reflects estimated present value of taxes on the VUE securities
related to USA's gain on the Vivendi transaction.
(e) Amounts exclude $117.5 million of redeemable equity interests
issued by Euvia that are due in 2006. Euvia has the right to
extend maturity to 2016, and the amount is only due to the holder
to the extent sufficient funds at Euvia are available. Otherwise,
the instrument is on par with Euvia's common equity interests.
Also includes $750.0 million of debt issued in December 2002,
which is due in 2012.
(f) The balance sheet carrying value of the convertible preferred
stock issued in the Expedia transaction is based on par value,
which is $0.01 per share or approximately $131,000. The adjustment
is made to reflect the face value of the security, or $50 per
share.
(g) Fully diluted shares includes Vivendi's remaining 56.6 million
shares that may be delivered to USA in connection with USA's
Series B preferred interest in VUE. Reflects Ticketmaster merger,
which closed on January 17, 2003.
OTHER DEVELOPMENTS As announced in an Expedia press release issued yesterday, Richard Barton
n. 1. A wolfhound. Spoon to the USA Board of Directors as a new independent director. Alan Spoon is presently a general partner of Polaris Polaris (pōlâr`ĭs) or North Star, star nearest the north celestial pole (see equatorial coordinate system). Venture Partners and served as an independent director of Ticketmaster until recently, when Ticketmaster became a private company.
OPERATING METRICS
Q4 2002 Q4 2001 Growth
---------- ---------- ------
GROSS TRANSACTION VALUE
("GTV")
Total GTV $3,475 $2,303 50.9%
Interactive GTV (a) $2,868 $1,768 62.2%
Internet GTV (b) $2,295 $1,267 81.1%
International GTV $586 $291 101.1%
(a) Interactive GTV is defined as GTV which was generated from the TV
or PC from HSN, HSN.com, Ticketmaster.com, Hotels.com, Expedia,
Match.com, TV Travel Shop and Interval.
(b) Internet GTV is defined as GTV which was generated online from
HSN.com ,Ticketmaster.com, Hotels.com, Expedia, Match.com and
Interval.
----------------------------------------------------------------------
All household numbers as of end of period.
HSN - U.S.
Units Shipped (mm) 10.8 11.4 -5.3%
Gross Profit % 270
36.7% 34.0% bps
Return Rate 18.2% 17.9%
Average price point $47.54 $47.27 0.6%
Product mix:
Home Licensing (a) 35% 41%
Home Fashions 7% 5%
Jewelry 24% 25%
Health / Beauty 22% 17%
Apparel / Accessories 12% 12%
HSN total homes (mm) (b) 78.8 83.0 -5.1%
America's Store total FTEs
(mm) 9.0 12.3 -26.8%
HSN.com % of Sales 13.1% 9.6%
(a) Home Licensing includes electronics, computers, and other
homegoods.
(b) 2001 includes broadcast-only homes which were disengaged following
the sale of USA Broadcasting to Univision, which was completed in
January 2002.
----------------------------------------------------------------------
INTERNATIONAL TV SHOPPING AND OTHER - Households (mm) Avg.
HSN International: Hrs. 12/31/02
Daily Stake
------- --------
HSE - Germany (includes
Austria/Switzerland) 30.8 29.7 16 90%
TVSN (China) (HH airing
at least 14 hrs/week) 11.5 23.9 10 21%
Shop Channel (Japan) 14.4 11.6 17 30%
Euvia: (a)
Euvia Travel (b) 28.3 28.8 2.4 49%
Neun Live (b) 26.9 28.8 9.5 49%
TV Travel Shop U.K. (a) 11.0 N/A 24 100%
(a) Not owned by USA in prior year's period.
(b) It is expected that HOT Networks will convey a 3% interest in
Euvia to a former shareholder, in which case HSN's effective stake
in Euvia would be reduced to 45.6%.
----------------------------------------------------------------------
TICKETMASTER
Number of tickets sold
(mm) 24.1 20.3 18.7%
Gross value of tickets
sold (mm) $1,106 $870 27.0%
Share of tickets sold
online 40.7% 33.9%
----------------------------------------------------------------------
MATCH.COM (a)
Paid Subscribers (000s) 725 382 89.6%
New Registrations (000s) 3,380 2,304 46.7%
New Subscriptions (000s) 348 260 33.5%
Conversion rate -
registrations to
subscriptions 10.3% 11.3%
(a) The operating metrics and financial results presented for
Match.com include the impact of Soulmates, acquired on April 12,
2002. The 2001 operating metrics and financial information do not
include Soulmates.
----------------------------------------------------------------------
HOTELS.COM
Merchant hotel room nights
(net of cancels) (000s) 2,227 1,187 87.6%
Average daily rate $117.93 $115.00 2.5%
Cities served:
U.S. 186 124 50.0%
International 139 54 157.4%
Properties under contract (a) 7,723 4,567 69.1%
Affiliates 33,973 23,808 42.7%
(a) Merchant only; excludes commissionable lodging.
Q4 2002 Q4 2001 Growth
---------- ---------- ------
INTERVAL
Active members 1,499,668 1,318,093 13.8%
Exchange transactions 151,021 148,988 1.4%
% of Exchanges online 7.6% 3.3%
----------------------------------------------------------------------
EXPEDIA
Gross Bookings (mm)
Total gross bookings (a) $1,380 $704 96.0%
Agency gross bookings 1,002 540 85.6%
Merchant gross bookings
(includes CCV) 378 164 130.5%
CCV gross bookings 42 - N/A
International gross
bookings 123 48 156.3%
North America gross
bookings 1,257 656 91.6%
Additional Metrics (000s)
Revenue from packages $46,912 $11,573 305.4%
Total room nights stayed 3,168 1,522 108.1%
Merchant room nights
stayed 2,522 1,178 114.1%
Merchant hotel average
daily rate (excludes CCV) 119 109 9.2%
Customers (000s)
Average Media Metrix
reach (000s) (b) 11,392 9,238 23.3%
Expedia.com conversion (c) 6.8% 5.2%
New purchasing customers
(000s) (d) 1,528 870 75.6%
Cumulative purchasing
customers (000s) (e) 12,360 6,294 N/A
Unique purchasing
customers (000s) (f) 2,225 1,383 60.9%
(a) Gross bookings represents the total value of travel booked through
the Expedia, WWTE sites, Classic Custom Vacations and Metropolitan
Travel since acquisition.
(b) Average monthly Media Metrix reach represents the unduplicated
reach for the Expedia sites.
(c) Conversion represents the monthly average Expedia.com unique
monthly purchasers divided by the monthly average Media Metrix
reach for the Expedia.com site.
(d) Expedia new purchasing customers represents the number of new
customers transacting through the Expedia sites in a quarter.
(e) Expedia cumulative purchasing customers represents the cumulative
number of customers that have ever transacted through the Expedia
sites as of the end of a quarter.
(f) Expedia quarterly unique purchasing customers represents the
number of unique customers transacting through the Expedia sites
over the course of a quarter.
DEFINITIONS Interactive Businesses include HSN, HSN.com, Expedia, Hotels.com Hotels.com provides reservation services for hotel rooms and other places to stay. The company was founded in Dallas, TX in 1991 as Hotel Reservations Network (HRN) by Dave Litman and Bob Diener as a toll-free telephone service, offering consumers a one-stop source for discounted , Ticketmaster.com, Match.com Match.com is an online dating service. The company reportedly has more than 15 million members and Web sites serving 37 countries in more than 12 different languages. Its headquarters is in Dallas, Texas and the company also has offices in London, Paris, Tokyo, Beijing, Munich, , TV Travel Shop and Interval interval, in music, the difference in pitch between two tones. Intervals may be measured acoustically in terms of their vibration numbers. They are more generally named according to the number of steps they contain in the diatonic scale of the piano; e.g. online transactions. Gross transaction value related to these businesses comes predominantly pre·dom·i·nant adj. 1. Having greatest ascendancy, importance, influence, authority, or force. See Synonyms at dominant. 2. from sales that are either initiated and/or and/or conj. Used to indicate that either or both of the items connected by it are involved. Usage Note: And/or is widely used in legal and business writing. transacted through the television or internet. Adjusted Net Income generally captures all income statement items that have been, or will ultimately be, settled in cash and is defined as net income available to common shareholders plus: (1) amortization of non-cash distribution and marketing expense, (2) amortization of non-cash compensation expense, (3) amortization of intangibles (and goodwill in 2001), net of related tax and minority interest expense, (4) equity income or loss from USA's 5.44% interest in VUE, and (5) non-recurring items and / or restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. . See page 2 for more detail. Adjusted EPS is defined as Adjusted Net Income divided by fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. shares outstanding for Adjusted EPS purposes (see pages F-1, F-2, F-3 and F-4 for details). USA's travel businesses include Expedia, Hotels.com, TV Travel Shop and Interval. Free Cash Flow is defined as Net Cash Provided by Operating Activities from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the , less capital expenditures, investments to fund HSN International unconsolidated operations and preferred dividends paid. Adjusted EBITDA, also referred to as EBITDA in this release, is defined as operating income plus (1) depreciation, (2) amortization of cable distribution fees, (3) amortization of non-cash distribution, marketing, and compensation expense, (4) amortization of other intangibles, and (5) disengagement related payments to cable operators and marketing expenses related to the transfer of HSN's distribution to cable (which has been accomplished). Attributable Adjusted EBITDA - Operating Businesses is defined as Adjusted EBITDA from Operating Businesses, less the percentage of Adjusted EBITDA attributable to minority shareholders of USA's non-wholly owned subsidiaries. This percentage is determined based on the Q4 weighted average of USA's fully diluted, treasury method ownership in each of its non-wholly owned subsidiaries, which was 66% for Hotels.com and 55% for Expedia. Hotels.com and Expedia, which USA being the controlling shareholder of both companies, are actively exploring areas where they might work together in a way that would benefit all their customers and stockholders. Although there continue to be many areas of their businesses where the companies can best achieve their goals through separate strategies and practices, there have been instances where, fully consistent with their existing contractual agreements, they have worked cooperatively co·op·er·a·tive adj. 1. Done in cooperation with others: a cooperative effort. 2. Marked by willingness to cooperate; compliant: a cooperative patient. , and we anticipate that they will continue to explore such possibilities in the future. As previously announced, USA voluntarily petitioned the SEC to review the presentation of revenue by Hotels.com and Expedia for merchant hotel revenue, as Hotels.com presents such revenue on a gross basis and Expedia on a net basis. The SEC has concluded its review, and will not object to the presentation of both companies. Analyst Conference Call USA Interactive will audiocast See streaming audio. its conference call with analysts and investors discussing the company's fourth quarter financial results and certain forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. information on Thursday Thursday: see week. , February February: see month. 6, 2003, at 11:00 a.m. Eastern Time (ET). The live audiocast is open to the public, and a replay will be available for 48 hours, beginning approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. one hour after completion of the call, at www.usainteractive.com/investor.relations. Additional Information And Where To Find It Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Under The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and Of 1995 This press release contains "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc USA's anticipated financial performance, business prospects, new developments, new merchandising merchandising Element of marketing concerned especially with the sale of goods and services to customers. One aspect of merchandising is advertising, which aims to capture the interest of the segment of the population most likely to buy the product. strategies and similar matters, and/or statements preceded by, followed by or that include the words "believes," "could," "expects," "anticipates," "estimates," "intends," "plans," "projects," "seeks," or similar expressions. These forward-looking statements are necessarily estimates reflecting the best judgment of USA's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that could have a material adverse effect on USA's business, financial condition or results of operations. You should understand that the following important factors could affect USA's future results and could cause those results to differ materially from those expressed in the forward-looking statements: (1) material adverse changes in economic conditions generally or in such conditions affecting USA's markets or industries; (2) future regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. and legislative actions and conditions affecting USA's operating areas; (3) competition from others; (4) successful integration of our divisions' management structures; (5) product demand and market acceptance; (6) the ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; (7) the ability to maintain the integrity of USA's systems and infrastructure; (8) the ability to expand into and successfully operate in foreign markets; and (9) obtaining and retaining skilled workers and key executives. In addition, investors should consider the other information contained in or incorporated by reference into USA's filings with the U.S. Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended 2001, especially in the Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial section, its most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. and its Current Reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. . Other unknown or unpredictable factors also could have material adverse effects on USA's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. USA is not under any obligation and does not intend, except as specifically stated, to make publicly available any update or other revisions ReVisions is a 2004 anthology of alternate history short-stories. It is edited by Julie E. Czerneda and Isaac Szpindel. Contents Title Author The Resonance of Light James Alan Gardner Out of China Julie E. to any of the forward-looking statements contained in this press release to reflect circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied Inferred from circumstances; known indirectly. In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated. by those forward-looking statements will not be realized. About USA Interactive USA Interactive (Nasdaq: USAI USAI United States Army Intelligence USAI United States Association of Immigrants ) engages worldwide in the business of interactivity via the Internet, the Internet, the, international computer network linking together thousands of individual networks at military and government agencies, educational institutions, nonprofit organizations, industrial and financial corporations of all sizes, and commercial enterprises television and the telephone. USA's multiple brands are organized across three areas: Electronic Retailing, Information & Services and Travel Services. Electronic Retailing is comprised of HSN, America's Store America's Store was a US shopping television network. It was the spin-off channel to the Home Shopping Network (HSN). On April 3, 2007, America's Store ceased broadcasting permanently. , HSN.com, and Home Shopping Home Shopping commonly refers to the electronic retailing / home shopping channels industry, which includes such billion dollar companies as HSN, QVC, eBay, ShopNBC, Buy.com, and Amazon.com. Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). and Euvia in Germany Germany (jûr`mənē), Ger. Deutschland, officially Federal Republic of Germany, republic (2005 est. pop. 82,431,000), 137,699 sq mi (356,733 sq km). . Information & Services
includes Ticketmaster, Match.com, uDate (transaction pending),
Citysearch Citysearch is a local online search service, providing information on businesses in the categories of dining, entertainment, retail, travel, and professional services in cities throughout the United States. , Evite E`vite´v. t. 1. To shun. , Entertainment Publications (transaction pending) and Precision Response Corporation. Travel Services consists of Expedia (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM), Interval International Interval International is an affiliated exchange company that arranges vacation exchanges for timeshare owners. Their exchange network includes more than 2,200 resorts and nearly 2 million member families worldwide. Similar to RCI, Interval International, I.I. , TV Travel Group and USA's forthcoming U.S. cable travel network.
USA INTERACTIVE
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
For THREE Months Ended December 31, 2002:
----------------------------------------------------------------------
Pro Forma
Adjustments
Actual (a) Pro Forma
--------------------------------------
Revenues, net $1,338,988 $1,338,988
Costs related to revenues 803,911 803,911
--------------------------------------
Gross Profit 535,077 535,077
Other operating costs 353,096 353,096
Disengagement coupons included
as net revenues (405) (405)
--------------------------------------
Adjusted EBITDA 182,386 182,386
Depreciation 49,739 49,739
HSN cable distribution fees 15,001 15,001
Amortization of non-cash items:
Distribution and marketing 9,859 9,859
Compensation expense 5,700 3,528 9,228
Other intangibles 31,746 17,903 49,649
Non-recurring restructuring
items -- non-EBITDA 2,221 2,221
HSN disengagement costs (e) 9,345 9,345
--------------------------------------
Operating income 58,775 (21,431) 37,344
Interest 28,130 28,130
Equity losses in affiliates and
other 24,491 24,491
--------------------------------------
Earnings before income taxes and
minority interest 111,396 (21,431) 89,965
Income taxes 52,836 5,498 58,334
Minority interest (16,113) 1,098 (15,015)
--------------------------------------
Earnings before preferred
dividend 148,119 (14,835) 133,284
Preferred dividend (3,264) (3,264)
--------------------------------------
Income from continuing
operations available to common
shareholders 144,855 (14,835) 130,020
Impact of dilutive securities (1,510) (1,510)
--------------------------------------
Diluted Net income available 143,345 (14,835) 128,510
======================================
Basic EPS $0.32 $0.26
Diluted EPS $0.30 $0.25
Diluted Net income available -
continuing operations
Preferred dividend
Amortization of non-cash items
Equity gain related to VUE
Less: related tax and minority
interest
Adjusted Net Income
Adjusted EPS
Reconciliation of Shares
Outstanding:
Basic weighted average shares
outstanding 449,339 45,471 (c ) 494,810
Options, warrants and
restricted stock, treasury
method 22,364 1,166 (c ) 23,530
Conversion of preferred shares
to common 19,434 19,434
------------- -----------
Diluted weighted average shares
outstanding 491,137 537,775
============= ===========
Additional impact of
restricted shares
Adjusted EPS weighted average
shares outstanding
Adjustments:
One-time items Pro Forma
(b) Adjusted
-------------------------------
Revenues, net $1,338,988
Costs related to revenues (4,185) 799,726
------------ ----------------
Gross Profit 4,185 539,262
Other operating costs (5,555) 347,541
Disengagement coupons
included as net revenues (405)
------------ ----------------
Adjusted EBITDA 9,740 192,126
Depreciation (1,679) 48,060
HSN cable distribution fees 15,001
Amortization of non-cash
items:
Distribution and
marketing 9,859
Compensation expense 9,228
Other intangibles 49,649
Non-recurring restructuring
items -- non-EBITDA (2,221) 0
HSN disengagement costs (e) 9,345
------------ ----------------
Operating income 13,640 50,984
Interest 28,130
Equity losses in affiliates
and other (12,750) 11,741
------------ ----------------
Earnings before income taxes
and minority interest 890 90,855
Income taxes (81,151) (22,817)
Minority interest (351) (15,366)
------------ ----------------
Earnings before preferred
dividend (80,612) 52,672
Preferred dividend (3,264)
------------ ----------------
Income from continuing
operations available to common
shareholders (80,612) 49,408
Impact of dilutive
securities (1,510)
------------ ----------------
Diluted Net income available (80,612) 47,898
============ ================
Basic EPS $0.10
Diluted EPS $0.10
Diluted Net income available -
continuing operations 47,898
Preferred dividend 3,264
Amortization of non-cash
items 68,736
Equity gain related to VUE (8,847)
Less: related tax and
minority interest (19,444)
----------------
Adjusted Net Income 91,607
----------------
Adjusted EPS $0.17
================
Reconciliation of Shares
Outstanding:
Basic weighted average
shares outstanding 494,810
Options, warrants and
restricted stock,
treasury method 23,530
Conversion of preferred
shares to common 19,434
----------------
Diluted weighted average
shares outstanding 537,775
Additional impact of
restricted shares 426 (d) 426
----------------
Adjusted EPS weighted
average shares outstanding 538,200
================
F-1
(a) Pro forma adjustments represent the impacts of the Expedia merger
which occurred in February 2002, the contribution of USA
Entertainment to VUE which occurred in May 2002, the roll-up of
USANi LLC which occurred in conjunction with the VUE deal, the
roll-up of Home Shopping Network, Inc., which occurred in June
2002, and the merger with Ticketmaster, which closed January 17,
2003, as if the transactions occurred as of the beginning of the
period presented. Also included is the impact of these
transactions on shares outstanding.
(b) Non-recurring items include restructuring and one-time items
related to restructuring operations, employee terminations and
costs incurred by the special committees of Expedia and
Ticketmaster, as well as the benefit of certain tax deductions
related to Styleclick and Hot Germany, which are considered
non-recurring.
(c) Additional shares and options issued in the Ticketmaster merger,
which closed on January 17, 2003.
(d) For Adjusted EPS purposes, the impact of restricted shares is
based on the weighted average shares outstanding, without taking
into account the treasury method impact of computing dilutive
securities.
(e) Costs related to marketing and other activities in disengagement
markets.
USA INTERACTIVE
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
For THREE Months Ended December 31, 2001:
------------------------------------------------------------------
Pro Forma
Adjustments
Actual (a) Pro Forma
--------- ------------- -----------
Revenues, net $948,506 $81,762 $1,030,268
Costs related to revenues 632,634 25,597 658,231
--------- ------------- -----------
Gross Profit 315,872 56,165 372,037
Other operating costs 217,771 33,960 251,731
--------- ------------- -----------
Adjusted EBITDA 98,101 22,205 120,306
Depreciation 30,810 3,749 34,559
HSN cable distribution fees 14,591 14,591
Amortization of non-cash
items:
Distribution and
marketing 6,519 2,521 9,040
Compensation expense 2,369 5,953 8,322
Other intangibles 20,718 31,410 52,128
Amortization of goodwill 54,320 (54,320) 0
HSN disengagement costs (f) 4,052 4,052
--------- ------------- ------------
Operating income (35,278) 32,892 (2,386)
Interest (6,176) 26,357 20,181
Equity losses in affiliates
and other (26,442) (2,119) (28,561)
--------- ------------- -----------
Earnings before income taxes and
minority interest (67,896) 57,130 (10,766)
Income taxes 1,113 (6,081) (4,968)
Minority interest 20,343 (25,739) (5,396)
--------- ------------- -----------
Earnings before preferred
dividend (46,440) 25,310 (21,130)
Preferred dividend 0 (3,264) (3,264)
--------- ------------- -----------
Income from continuing operations
available to common shareholders (46,440) 22,046 (24,394)
Impact of dilutive securities 0 0
--------- ------------- -----------
Diluted Net income available -
continuing operations (46,440) 22,046 (24,394)
Discontinued operations (c) (10,508) 10,508 0
--------- ------------- -----------
Diluted Net income ($56,948) $32,554 ($24,394)
========= ============= ===========
Basic and Diluted EPS -
continuing operations ($0.12) ($0.05)
Basic and Diluted EPS ($0.15) ($0.05)
Diluted Net income available -
continuing operations
Amortization of non-cash items
Less: related tax and minority
interest
Adjusted Net Income
Adjusted EPS
Reconciliation of Shares
Outstanding:
Basic weighted average shares
outstanding 377,139 106,351 (d ) 483,490
Options, warrants and
restricted stock, treasury
method 0 0 0
Conversion of preferred
shares to common 0 0
--------- -----------
Diluted weighted average
shares outstanding 377,139 483,490
========= ===========
Options, warrants and
restricted stock, treasury
method
Additional impact of
restricted shares
Adjusted EPS weighted average
shares outstanding
Adjustments:
One-time Pro Forma
items (b) Adjusted
---------------- ---------------
Revenues, net $1,030,268
Costs related to revenues 658,231
---------------- ---------------
Gross Profit 372,037
Other operating costs (3,041) 248,690
---------------- ---------------
Adjusted EBITDA 3,041 123,347
Depreciation 34,559
HSN cable distribution fees 14,591
Amortization of non-cash
items:
Distribution and
marketing 9,040
Compensation expense 8,322
Other intangibles 52,128
Amortization of goodwill 0
HSN disengagement costs (f) 4,052
---------------- ---------------
Operating income 3,041 655
Interest 20,181
Equity losses in affiliates
and other 14,688 (13,873)
---------------- ---------------
Earnings before income taxes and
minority interest 17,729 6,963
Income taxes (4,998) (9,966)
Minority interest (522) (5,918)
---------------- ---------------
Earnings before preferred
dividend 12,209 (8,921)
Preferred dividend (3,264)
---------------- ---------------
Income from continuing operations
available to common shareholders 12,209 (12,185)
Impact of dilutive securities 0
---------------- ---------------
Diluted Net income available -
continuing operations 12,209 (12,185)
Discontinued operations (c) 0
---------------- ---------------
Diluted Net income $12,209 ($12,185)
================ ===============
Basic and Diluted EPS -
continuing operations ($0.03)
Basic and Diluted EPS ($0.03)
Diluted Net income available -
continuing operations (12,185)
Amortization of non-cash items 69,490
Less: related tax and minority
interest (9,211)
---------------
Adjusted Net Income 48,094
---------------
Adjusted EPS $0.09
===============
Reconciliation of Shares
Outstanding:
Basic weighted average shares
outstanding 483,490
Options, warrants and
restricted stock, treasury
method 0
Conversion of preferred
shares to common 0
---------------
Diluted weighted average
shares outstanding 483,490
Options, warrants and
restricted stock, treasury
method 23,740 23,740
Additional impact of
restricted shares 117 (e) 117
---------------
Adjusted EPS weighted average
shares outstanding 507,347
===============
(a) Pro forma adjustments represent the impacts of the Expedia merger
which occurred in February 2002, the contribution of USA
Entertainment to VUE which occurred in May 2002, the roll-up of
USANi LLC which occurred in conjunction with the VUE deal, the
roll-up of Home Shopping Network, Inc., which occurred in June
2002, and the merger with Ticketmaster, which closed January 17,
2003, as if the transactions occurred as of the beginning of the
period presented. Also included is the impact of these
transactions on shares outstanding.
(b) Non-recurring items include restructuring and one-time items
related to restructuring operations, employee terminations and a
write-down of investments.
(c) Discontinued operations relates the results of USA Entertainment
of $(10.5) million.
(d) Pro forma shares include the impact of the TM merger which closed
on January 17, 2003 (45.5 mm), the Expedia transaction that closed
February 4, 2002 (20.6 mm), shares issued in the VUE transaction
on May 7, 2002 (7.1 mm) and shares issued in the roll-up of Home
Shopping Networks, Inc. which occurred in June 2002 (33.2 mm).
(e) For Adjusted EPS purposes, the impact of restricted shares is
based on the weighted average shares outstanding, without taking
into account the treasury method impact of computing dilutive
securities.
(f) Costs related to marketing and other activities in disengagement
markets.
USA INTERACTIVE
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
For TWELVE Months Ended December 31, 2002:
---------------------------------------------------------------------
Pro Forma
Adjustments
Actual (a) Pro Forma
------------ ----------- -----------
Revenues, net $4,621,224 $35,487 $4,656,711
Costs related to revenues 2,818,443 10,586 2,829,029
------------ ----------- -----------
Gross Profit 1,802,781 24,901 1,827,682
Other operating costs 1,194,861 15,723 1,210,584
Disengagement coupons
included as net revenues
(c) (2,205) (2,205)
------------ ----------- -----------
Adjusted EBITDA 610,125 9,178 619,303
Depreciation 177,219 919 178,138
HSN cable distribution fees 53,680 53,680
Amortization of non-cash
items:
Distribution and
marketing 37,344 4,059 41,403
Compensation expense 15,899 15,044 30,943
Other intangibles 168,430 47,859 216,289
Non-recurring restructuring
items -- non-EBITDA 39,129 39,129
HSN disengagement costs (c) 31,671 31,671
------------ ----------- -----------
Operating income 86,753 (58,703) 28,050
Interest and other 67,827 34,779 102,606
Equity losses in affiliates
and other (107,552) (120) (107,672)
------------ ----------- -----------
Earnings before income taxes
and minority interest 47,028 (24,044) 22,984
Income taxes (5,572) (1,826) (7,398)
Minority interest (34,078) (15,885) (49,963)
------------ ----------- -----------
Earnings before preferred
dividend 7,378 (41,755) (34,377)
Preferred dividend (11,759) (1,297) (13,056)
------------ ----------- -----------
Income from continuing
operations available to common
shareholders (4,381) (43,052) (47,433)
Impact of dilutive
securities (5,296) (924) (6,220)
------------ ----------- -----------
Diluted Net income available -
continuing operations (9,677) (43,976) (53,653)
Discontinued operations (d) 2,407,114 (2,407,114) 0
Cumulative effect of
accounting change (461,389) 461,389 0
Impact of dilutive
securities 0 0
------------ ----------- -----------
Diluted Net income $1,936,048 ($1,989,701) ($53,653)
============ =========== ===========
Basic EPS - continuing
operations ($0.01) ($0.10)
Diluted EPS - continuing
operations ($0.02) ($0.11)
Diluted EPS $4.54 ($0.11)
Diluted Net income available -
continuing operations
Amortization of non-cash
items
Equity gain related to VUE
Less: related tax and
minority interest
Adjusted Net Income
Adjusted EPS
Reconciliation of Shares
Outstanding:
Basic weighted average
shares outstanding 426,317 66,107 (e) 492,424
Options, warrants and
restricted stock,
treasury method 0 0 0
Conversion of preferred
shares to common 0 0
------------ -----------
Diluted weighted average
shares outstanding 426,317 492,424
============ ===========
Options, warrants and
restricted stock,
treasury method
Additional impact of
restricted shares
Adjusted EPS weighted
average shares outstanding
Adjustments: Pro Forma
One-time items (b) Adjusted
-------------------- ----------------
Revenues, net $4,656,711
Costs related to revenues (5,861) 2,823,168
-------------------- ----------------
Gross Profit 5,861 1,833,543
Other operating costs (52,994) 1,157,590
Disengagement coupons
included as net revenues
(c) (2,205)
-------------------- ----------------
Adjusted EBITDA 58,855 678,158
Depreciation (1,679) 176,459
HSN cable distribution fees 53,680
Amortization of non-cash
items:
Distribution and
marketing 41,403
Compensation expense 30,943
Other intangibles (22,247) 194,042
Non-recurring restructuring
items -- non-EBITDA (39,129) 0
HSN disengagement costs (c) 31,671
-------------------- ----------------
Operating income 121,910 149,960
Interest and other 102,606
Equity losses in affiliates
and other 87,042 (20,630)
-------------------- ----------------
Earnings before income taxes
and minority interest 208,952 231,936
Income taxes (102,782) (110,180)
Minority interest (726) (50,689)
-------------------- ----------------
Earnings before preferred
dividend 105,444 71,067
Preferred dividend 0 (13,056)
-------------------- ----------------
Income from continuing
operations available to common
shareholders 105,444 58,011
Impact of dilutive
securities (6,220)
-------------------- ----------------
Diluted Net income available -
continuing operations 105,444 51,791
Discontinued operations (d) 0
Cumulative effect of
accounting change 0
Impact of dilutive
securities 0
-------------------- ----------------
Diluted Net income $105,444 $51,791
==================== ================
Basic EPS - continuing
operations $0.12
Diluted EPS - continuing
operations $0.10
Diluted EPS $0.10
Diluted Net income available -
continuing operations 51,791
Amortization of non-cash
items 266,388
Equity gain related to VUE (6,108)
Less: related tax and
minority interest (76,208)
----------------
Adjusted Net Income 235,863
----------------
Adjusted EPS $0.45
================
Reconciliation of Shares
Outstanding:
Basic weighted average
shares outstanding 492,424
Options, warrants and
restricted stock,
treasury method 25,840 25,840
Conversion of preferred
shares to common 0
----------------
Diluted weighted average
shares outstanding 518,265
Options, warrants and
restricted stock,
treasury method 0 0
Additional impact of
restricted shares 207 (f) 207
----------------
Adjusted EPS weighted
average shares outstanding 518,472
================
(a) Pro forma adjustments represent the impacts of the Expedia merger
which occurred in February 2002, the contribution of USA
Entertainment to VUE which occurred in May 2002, the roll-up of
USANi LLC which occurred in conjunction with the VUE deal, the
roll-up of Home Shopping Network, Inc., which occurred in June
2002, and the merger with Ticketmaster, which closed January 17,
2003, as if the transactions occurred as of the beginning of the
period presented. Also included is the impact of these
transactions on shares outstanding.
(b) Non-recurring items include the write-down of certain investments,
costs of ECS contract terminations, costs to shut-down certain
operations, including HSN Espanol, HSN Italy, Styleclick and ECS,
a write-down of goodwill for PRC as well as costs to shut-down
certain PRC call centers, costs incurred by the special committees
of Expedia, Hotels.com and Ticketmaster and the write-down of
certain equity investments.
(c) Costs related to marketing and related activities in the
disengagement markets.
(d) Discontinued operations relates to the gain on the contribution of
USA Entertainment to VUE of $2.38 billion, the results of USA
Entertainment prior to May 7, 2002 of $28.8 million and the
cumulative effect of accounting change for the new goodwill rules
of $(461.4) million. The company is in the process of finalizing
the gain on the VUE transaction, as the tax expense was based on a
preliminary estimate of the company's tax basis in the assets.
(e) Pro forma shares include the impact of the TM merger which closed
on January 17, 2003 (45.5 mm), the Expedia transaction that closed
February 4, 2002 (2.0 mm), shares issued in the VUE transaction on
May 7, 2002 (2.5mm) and shares issued in the roll-up of Home
Shopping Networks, Inc. which occurred in June 2002 (16.2 mm).
(f) For Adjusted EPS purposes, the impact of restricted shares is
based on the weighted average shares outstanding, without taking
into account the treasury method impact of computing dilutive
securities.
USA INTERACTIVE
RECONCILIATION FROM ACTUAL TO ADJUSTED RESULTS
($ in thousands except per share amounts)
For TWELVE Months Ended December 31, 2001:
----------------------------------------------------------------------
Pro Forma Adjustments: Pro Forma
Actual Adjustments Pro Forma One-time items Adjusted
(a) (b)
---------- ----------- ----------- ------------- ----------
Revenues,
net $3,468,860 $296,936 $3,765,796 $3,765,796
Costs
related
to
revenues 2,331,297 93,132 2,424,429 2,424,429
---------- ----------- ----------- ------------- ----------
Gross
Profit 1,137,563 203,804 1,341,367 1,341,367
Other
operating
costs 839,636 142,940 982,576 (20,064) 962,512
---------- ----------- ----------- ------------- ----------
Adjusted
EBITDA 297,927 60,864 358,791 20,064 378,855
Depre-
ciation 131,308 11,049 142,357 142,357
HSN cable
distri-
bution
fees 43,975 43,975 43,975
Amortization
of non-cash
items:
Distribution
and
marketing 26,385 8,307 34,692 34,692
Compensation
expense 7,800 30,519 38,319 38,319
Other
intangibles 79,164 125,798 204,962 204,962
Amortization
of
goodwill 215,419 (215,419) 0 0
Non-
recurring
restruc-
turing
items
-- non-
EBITDA 6,248 6,248 (6,248) 0
HSN
dis-
engagement
costs (f) 4,052 4,052 0 4,052
---------- ----------- ----------- ------------- ----------
Operating
income (216,424) 100,610 (115,814) 26,312 (89,502)
Interest
and
other (19,184) 103,647 84,463 84,463
Equity
losses
in
affiliates
and other (51,849) (8,460) (60,309) 21,366 (38,943)
---------- ----------- ----------- ------------- ----------
Earnings
before
income
taxes and
minority
interest (287,457) 195,797 (91,660) 47,678 (43,982)
Income
taxes (2,450) (27,766) (30,216) (9,349) (39,565)
Minority
interest 103,108 (99,880) 3,228 (3,822) (594)
---------- ----------- ----------- ------------- ----------
Earnings
before
preferred
dividend (186,799) 68,151 (118,648) 34,507 (84,141)
Preferred
dividend 0 (13,056) (13,056) (13,056)
---------- ----------- ----------- ------------- ----------
Income from
continuing
operations
available to
common
share-
holders (186,799) 55,095 (131,704) 34,507 (97,197)
Impact of
dilutive
securities 0 0 0
---------- ----------- ----------- ------------- ----------
Diluted Net
income
available
- continuing
operations (186,799) 55,095 (131,704) 34,507 (97,197)
Discontinued
operations
(c) 570,407 (570,407) 0 0
---------- ----------- ----------- ------------- ----------
Diluted Net
income $383,608 ($515,312) ($131,704) $34,507 ($97,197)
========== =========== =========== ============= ==========
Basic and
Diluted EPS
- continuing
operations ($0.50) ($0.27) ($0.20)
Diluted EPS $1.03 ($0.27) ($0.20)
Diluted
Net income
available
- continuing
operations (97,197)
Amortization
of non-cash
items 277,973
Less: related
tax and
minority
interest (58,204)
-----------
Adjusted Net
Income 122,572
-----------
Adjusted EPS $0.24
===========
Reconciliation of
Shares
Outstanding:
Basic weighted
average
shares
out-
standing 374,101 106,351 (d) 480,452 480,452
Options,
warrants
and
restricted
stock,
treasury
method 0 0 0 0 0
Conversion
of
preferred
shares to
common 0 0 0
----------- ----------- -----------
Diluted
weighted
average
shares
out-
standing 374,101 480,452 480,452
=========== ===========
Options,
warrants
and
restricted
stock,
treasury
method 31,501 31,501
Additional
impact of
restricted
shares 114 (e) 114
-----------
Adjusted EPS
weighted
average
shares
outstanding 512,067
===========
(a) Pro forma adjustments represent the impacts of the Expedia merger
which occurred in February 2002, the contribution of USA
Entertainment to VUE which occurred in May 2002, the roll-up of
USANi LLC which occurred in conjunction with the VUE deal, the
roll-up of Home Shopping Network, Inc., which occurred in June
2002, the merger of TM and TMCS, which occurred on January 31,
2001, and the merger with Ticketmaster, which closed January 17,
2003, as if the transactions occurred as of the beginning of the
period presented. Also included is the impact of these
transactions on shares outstanding.
(b) Non-recurring items include one-time items related to
restructuring operations, employee terminations and benefits and a
write-down of investments.
(c) Discontinued operations relates to a gain on sale of USAB to
Univision of $517.8 million, the results of USA Entertainment of
$61.8 million and the cumulative effect of accounting change for
the new rules on film accounting of $(9.2) million.
(d) Pro forma shares include the impact of the TM merger which closed
on January 17, 2003 (45.5 mm), the Expedia transaction that closed
February 4, 2002 (20.6 mm), shares issued in the VUE transaction
on May 7, 2002 (7.1 mm) and shares issued in the roll-up of Home
Shopping Networks, Inc. which occurred in June 2002 (33.2mm).
(e) For Adjusted EPS purposes, the impact of restricted shares is
based on the weighted average shares outstanding, without taking
into account the treasury method impact of computing dilutive
securities.
(f) Costs related to marketing and other activities in disengagement
markets.
USA INTERACTIVE
SEGMENT RESULTS FOR THREE MONTHS ENDED DECEMBER 31, 2002
($ in thousands except per share amounts)
Revenue
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 470.3 $ 476.2 -1%
Ticketing 164.3 131.8 25%
Match.com 37.1 17.6 111%
Hotels.com 272.6 141.7 92%
Expedia 163.8 81.8 100%
Interval 36.4 - NM
PRC 78.0 69.8 12%
Corporate and other (b) - - NM
---------- --------------------
Sub-total 1,222.5 918.7 33%
Emerging Businesses:
Citysearch and related 8.3 10.3 -19%
International TV shopping and (c)
other 105.4 82.2 28%
ECS / Styleclick 8.8 12.4 -29%
---------- --------------------
Sub-total 122.5 104.9 17%
Foreign exchange rate fluctuation (d) (2.9) (10.2) 72%
HSN Disengagement (e) (0.4) 19.1 NM
Intersegment Elimination (2.8) (2.2) -29%
---------------------------------
Total $ 1,339.0 $ 1,030.3 30%
========== ====================
Adjusted EBITDA (a)
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 84.3 $ 76.1 11%
Ticketing 34.3 21.5 60%
Match.com 12.5 7.6 65%
Hotels.com 32.5 22.9 42%
Expedia 47.0 22.2 112%
Interval 3.6 - NM
PRC 11.9 6.2 91%
Corporate and other (b) (16.6) (7.0) -136%
---------- --------------------
Sub-total 209.5 149.4 40%
Emerging Businesses:
Citysearch and related (10.0) (9.9) -1%
International TV shopping and (c)
other (3.3) (7.7) 58%
ECS / Styleclick (3.9) (7.8) 50%
---------- --------------------
Sub-total (17.2) (25.4) 32%
Foreign exchange rate fluctuation (d) (0.2) (0.2) -3%
HSN Disengagement (e) - (0.5) 100%
Intersegment Elimination - - NM
-------------------------------
Total $ 192.1 $ 123.3 56%
========== ====================
Attributable Adjusted EBITDA -
Operating Businesses $ 177.1 $ 105.7 68%
========== ====================
Supplemental disclosure:
Total $ 192.1 $ 123.3 56%
Non-recurring items (f) (9.7) (3.0) -220%
---------- --------------------
Including non-recurring
items $ 182.4 $ 120.3 52%
========== ====================
Operating Income
---------------------------------
Q4 2002 Q4 2001 Growth
---------------------------------
$ in millions
Operating Businesses:
HSN - U.S. $ 43.1 $ 34.0 27%
Ticketing 16.6 2.2 659%
Match.com 9.3 3.7 149%
Hotels.com 25.9 17.0 52%
Expedia 27.4 4.4 525%
Interval (5.5) - NM
PRC 1.8 (2.4) NM
Corporate and other (b) (24.8) (9.8) -154%
---------- --------------------
Sub-total 93.7 49.1 91%
Emerging Businesses:
Citysearch and related (24.6) (28.7) 14%
International TV shopping and (c)
other (3.7) (10.6) 65%
ECS / Styleclick (4.8) (8.6) 43%
---------- --------------------
Sub-total (33.1) (48.0) 31%
Foreign exchange rate fluctuation (d) (0.2) (0.1) -323%
HSN Disengagement (e) (9.3) (0.5) -1967%
Intersegment Elimination - - NM
-------------------------------
Total $ 51.0 $ 0.7 7684%
========== ====================
Attributable Adjusted EBITDA -
Operating Businesses
Supplemental disclosure:
Total $ 51.0 $ 0.7 7684%
Non-recurring items (f) (13.6) (3.0) -349%
---------- --------------------
Including non-recurring
items $ 37.3 $ (2.4) NM
========== ====================
(a) Amounts excluded from Adjusted EBITDA include Depreciation ($48.0
million and $34.6 million in Q4 2002 and Q4 2001, respectively);
amortization of cable distribution fees ($15.0 million and $14.6
million in Q4 2002 and Q4 2001, respectively); amortization of
non-cash items ($68.7 million and $69.5 million in Q4 2002 and Q4
2001, respectively); disengagement related payments to cable
operators and marketing expenses ($9.3 million, including $0.4
million of coupons related to the disengaged markets, and $4.1
million in Q4 2002 and Q4 2001, respectively) related to the
transfer of HSN's distribution to cable (which has been
accomplished); and non-recurring items of $9.7 million and $3.0
million in Q4 2002 and Q4 2001, respectively.
(b) Higher corporate costs are due primarily to an increase in
corporate employees in connection with USA's significant expansion
in 2002, as well as bonuses paid to senior executives for 2002
performance. No such bonuses were made in 2001.
(c) International TV Shopping and Other includes HSE Germany, Euvia,
Hot Networks, TV Travel Shop, HSN emerging businesses and overhead
costs related to HSN International.
(d) In order to present comparable results for International TV
Shopping and Other, results have been translated from foreign
currencies to USA dollars at a constant exchange rate.
(e) 2001 amounts reflect estimated results generated by homes lost by
HSN following the sale of USA Broadcasting to Univision.
(f) Non-recurring items in 2002 include restructuring and one-time
items related to restructuring operations, employee terminations
and costs incurred by the special committees of Expedia and
Ticketmaster, as well as the benefit of certain tax deductions
related to Styleclick and Hot Germany, which are considered
non-recurring. Non-recurring items in 2001 relate to restructuring
operations, employee terminations and write-downs of certain
investments.
USA INTERACTIVE
SEGMENT RESULTS FOR TWELVE MONTHS ENDED DECEMBER 31, 2002
($ in thousands except per share amounts)
Revenue Adjusted EBITDA (a)
------------------------- -----------------------
YTD 2002 YTD 2001 Growth YTD 2002 YTD 2001 Growth
-------- -------- ------ -------- -------- ------
$ in millions $ in millions
Operating Businesses:
HSN - U.S. $ 1,613.4 $ 1,556.9 4% $ 272.0 $ 222.1 22%
Ticketing 655.2 579.7 13% 148.0 106.2 39%
Match.com 125.2 49.3 154% 36.1 16.5 118%
Hotels.com 945.4 536.5 76% 131.2 81.4 61%
Expedia 589.2 296.9 98% 173.7 60.9 185%
Interval 38.7 - NM 4.0 - NM
PRC 295.2 298.7 -1% 35.3 34.3 3%
Corporate and
other (b) - - NM (45.9) (31.2) -47%
--------- --------- ------ --------- --------- -----
Sub-total 4,262.4 3,318.0 28% 754.4 490.3 54%
Emerging Businesses:
Citysearch and
related 30.8 46.1 -33% (38.0) (43.4) 13%
International TV
shopping
and other (c) 371.5 319.4 16% (13.7) (24.5) 44%
ECS / Styleclick 39.2 34.2 15% (23.7) (53.6) 56%
--------- --------- ------ --------- --------- -----
Sub-total 441.5 399.8 10% (75.4) (121.5) 38%
Foreign exchange rate
fluctuation (d) (34.4) (46.9) 27% (0.8) (1.2) 36%
HSN Disengagement
(e) (2.2) 102.0 NM - 11.2 NM
Intersegment
Elimination (10.6) (7.1) -50% - - NM
--------- --------- ------ --------- --------- -----
Total $ 4,656.7 $ 3,765.8 24% $ 678.2 $ 378.9 79%
========= ========= ====== ========= ========= =====
Attributable Adjusted
EBITDA -
Operating Businesses $ 630.9 $ 324.1 95%
========= ========= =====
Supplemental
disclosure:
Total $ 678.2 $ 378.9 79%
Non-recurring
items (f) (58.9) (20.1) -193%
--------- --------- -----
Including non-recurring
items $ 619.3 $ 358.8 73%
========= ========= =====
Operating Income
-----------------------
YTD 2002 YTD 2001 Growth
-------- -------- ------
$ in millions
Operating Businesses:
HSN - U.S. $ 117.6 $ 78.6 50%
Ticketing 78.2 41.7 87%
Match.com 22.7 8.8 157%
Hotels.com 106.1 62.2 71%
Expedia 93.8 (13.4) 802%
Interval (5.3) - NM
PRC (2.8) 2.9 NM
Corporate and other (b) (64.9) (55.0) -18%
--------- --------- ------
Sub-total 345.4 126.0 174%
Emerging Businesses:
Citysearch and related (100.4) (130.3) 23%
International TV shopping
and other (c) (30.5) (33.3) 8%
ECS / Styleclick (32.0) (62.5) 49%
--------- --------- ------
Sub-total (163.0) (226.1) 28%
Foreign exchange rate
fluctuation (d) (0.8) (0.6) NM
HSN Disengagement (e) (31.7) 11.2 NM
Intersegment Elimination - - NM
-------- -------- ------
Total $ 150.0 $ (89.5) NM
======== ======== ======
Attributable Adjusted EBITDA -
Operating Businesses NM
======
Supplemental disclosure:
Total $ 150.0 $ (89.5) NM
Non-recurring items (f) (121.9) (26.3) -363%
-------- -------- ------
Including
non-recurring items $28.1 $ (115.8) 124%
======== ======== ======
(a) Amounts excluded from Adjusted EBITDA include Depreciation ($176.5
million and $142.4million in 2002 and 2001, respectively);
amortization of cable distribution fees ($53.7million and $44.0
million in 2002 and 2001, respectively); amortization of non-cash
items ($266.4 million and $278.0 million in 2002 and 2001,
respectively); disengagement related payments to cable operators
and marketing expenses ($31.7 million, including $2.2 million of
coupons related to the disengaged markets, and $4.1 million in
2002 and 2001, respectively) related to the transfer of HSN's
distribution to cable (which has been accomplished); and
non-recurring items of $58.9 million and $20.1 million in 2002 and
2001, respectively.
(b) Higher corporate costs are due primarily to an increase in
corporate employees in connection with USA's significant expansion
in 2002, as well as bonuses paid to senior executives for 2002
performance. No such bonuses were made in 2001.
(c) International TV Shopping and Other includes HSE Germany, Euvia,
Hot Networks, TV Travel Shop, HSN emerging businesses and overhead
costs related to HSN International.
(d) In order to present comparable results for International TV
Shopping and Other, results have been translated from foreign
currencies to USA dollars at a constant exchange rate.
(e) 2001 amounts reflect estimated results generated by homes lost by
HSN following the sale of USA Broadcasting to Univision.
(f) Non-recurring items in 2002 include restructuring and one-time
items related to restructuring operations, employee terminations
and costs incurred by the special committees of Expedia and
Ticketmaster, as well as the benefit of certain tax deductions
related to Styleclick and Hot Germany, which are considered
non-recurring. Non-recurring items in 2001 relate to restructuring
operations, employee terminations and write-downs of certain
investments.
USA INTERACTIVE
RECONCILIATION SCHEDULES
($ in millions, rounding differences may exist)
----------------------------------------------------------------------
Q4 2002 (a)
----------------------------------------------------------------------
Operating
Expenses, ex.
D&A,
disengagement &
nonrecurring Adjusted
Revenue items EBITDA
------------- ---------------- -----------
Operating Businesses:
HSN - U.S. $470 $(386) $84
Ticketing 164 (130) 34
Personals 37 (25) 13
Hotels.com 273 (240) 32
Expedia 164 (117) 47
Interval 36 (33) 4
PRC 78 (66) 12
Corporate expense and other
adjustments - (17) (17)
------------- ---------------- -----------
Subtotal $1,223 $(1,013) $210
Emerging Businesses:
Citysearch 8 (18) (10)
International TV shopping
and other 103 (106) (4)
ECS / Styleclick 9 (13) (4)
------------- ---------------- -----------
Subtotal $120 $(137) (17)
Disengaged HSN homes (0) 0 -
Intersegment elimination (3) 3 -
------------- ---------------- -----------
TOTAL $1,339 $(1,147) $192
============= ================ ===========
Amortization
of cable Amortization
distribution of non-cash
Depreciation fees items
------------- ------------- --------------
Operating Businesses:
HSN - U.S. $(14) $(15) $(12)
Ticketing (8) - (10)
Personals (2) - (1)
Hotels.com (1) - (6)
Expedia (4) - (16)
Interval (2) - (7)
PRC (10) - -
Corporate expense and other
adjustments (1) - (7)
------------- ------------- --------------
Subtotal $(42) $(15) $(58)
Emerging Businesses:
Citysearch (2) - (13)
International TV shopping
and other (3) - 3
ECS / Styleclick (1) - (0)
------------- ------------- --------------
Subtotal $(6) $- $(10)
Disengaged HSN homes - - -
Intersegment elimination - - -
------------- ------------- --------------
TOTAL $(48) $(15) $(69)
============= ============= ==============
HSN
disengagement Non-recurring Operating
costs items (b) Income
---------------- -------------- ----------
Operating Businesses:
HSN - U.S. $(9) $- $34
Ticketing - - 17
Personals - - 9
Hotels.com - - 26
Expedia - (1) 27
Interval - - (6)
PRC - (4) (2)
Corporate expense and other
adjustments - - (25)
---------------- -------------- ----------
Subtotal $(9) $(5) $80
Emerging Businesses:
Citysearch - (4) (29)
International TV shopping
and other - - (4)
ECS / Styleclick - (5) (10)
---------------- -------------- ----------
Subtotal $- $(9) $(42)
Disengaged HSN homes - -
Intersegment elimination - -
---------------- -------------- ----------
TOTAL $(9) $(14) $37
================ ============== ==========
----------------------------------------------------------------------
Q4 2001 (a)
----------------------------------------------------------------------
Operating
Expenses, ex.
D&A,
disengagement &
nonrecurring Adjusted
Revenue items EBITDA
------------- ---------------- -----------
Operating Businesses:
HSN - U.S. $476 $(400) $76
Ticketing 132 (110) 21
Personals 18 (10) 8
Hotels.com 142 (119) 23
Expedia 82 (60) 22
Interval - - -
PRC 70 (64) 6
Corporate expense and other
adjustments - (7) (7)
------------- ---------------- -----------
Subtotal $919 $(769) $149
Emerging Businesses:
Citysearch 10 (20) (10)
International TV shopping
and other 72 (80) (8)
ECS / Styleclick 12 (20) (8)
------------- ---------------- -----------
Subtotal $95 $(120) (26)
Disengaged HSN homes 19 (20) (0)
Intersegment elimination (2) 2 -
------------- ---------------- -----------
TOTAL $1,030 $(907) $123
============= ================ ===========
Amortization Amortization
of cable of
distribution non-cash
Depreciation fees items
------------ ------------- --------------
Operating Businesses:
HSN - U.S. $(12) $(14) $(12)
Ticketing (7) - (12)
Personals (0) - (3)
Hotels.com (1) - (5)
Expedia (4) - (14)
Interval - - -
PRC (9) - -
Corporate expense and other
adjustments 1 - (4)
------------ ------------ ---------------
Subtotal $(31) $(14) $(51)
Emerging Businesses:
Citysearch (1) - (18)
International TV shopping
and other (2) (1) (0)
ECS / Styleclick (1) - (0)
------------ ------------ ---------------
Subtotal $(4) $(1) $(18)
Disengaged HSN homes - - -
Intersegment elimination - - -
------------ ------------ ---------------
TOTAL $(35) $(15) $(69)
============ ============ ===============
HSN Non-
disengagement recurring Operating
costs items (b) Income
------------- ---------- ---------------
Operating Businesses:
HSN - U.S. $(4) $(1) $33
Ticketing - - 2
Personals - - 4
Hotels.com - - 17
Expedia - - 4
Interval - - -
PRC - (1) (3)
Corporate expense and other
adjustments - - (10)
------------- ---------- ---------------
Subtotal $(4) $(2) $47
Emerging Businesses:
Citysearch - - (29)
International TV shopping
and other - (1) (11)
ECS / Styleclick - - (9)
------------- ---------- ---------------
Subtotal $- $(1) $(49)
Disengaged HSN homes - - (0)
Intersegment elimination - - -
------------- ---------- ---------------
TOTAL $(4) $(3) $(2)
============= ========== ===============
(a) Pro forma for Expedia and VUE transactions.
(b) See F-1 and F-2 for a description of non-recurring items which,
for purposes of this reconciliation, have been allocated to the
applicable business.
----------------------------------------------------------------------
Pro forma 2002 (a)
----------------------------------------------------------------------
Operating
Expenses,
ex. D&A,
disengagement &
nonrecurring Adjusted
Revenue items EBITDA
------------- ------------------ ---------
Operating Businesses:
HSN - U.S. $1,613 $(1,341) $272
Ticketing 655 (507) 148
Personals 125 (89) 36
Hotels.com 945 (814) 131
Expedia 589 (415) 174
Interval 39 (35) 4
PRC 295 (260) 35
Corporate expense and other
adjustments - (46) (46)
------------- ------------------ ---------
Subtotal $4,262 $(3,508) $754
Emerging Businesses:
Citysearch 31 (69) (38)
International TV shopping
and other 337 (352) (14)
ECS / Styleclick 39 (63) (24)
------------- ------------------ ---------
Subtotal $407 $(483) (76)
Disengaged HSN homes (2) 2 -
Intersegment elimination (11) 11 -
------------- ------------------ ---------
TOTAL $4,657 $(3,979) $678
============= ================== =========
Amortization Amortization
of cable of
distribution non-cash
Depreciation fees items
------------- ------------- ---------------
Operating Businesses:
HSN - U.S. $(53) $(52) $(49)
Ticketing (29) - (41)
Personals (8) - (6)
Hotels.com (3) - (22)
Expedia (16) - (64)
Interval (2) - (7)
PRC (38) - -
Corporate expense and other
adjustments (7) - (12)
------------- ------------- --------------
Subtotal $(156) $(52) $(200)
Emerging Businesses:
Citysearch (8) - (55)
International TV shopping
and other (10) (1) (6)
ECS / Styleclick (3) - (5)
------------- ------------- --------------
Subtotal $(20) $(1) $(66)
Disengaged HSN homes - - -
Intersegment elimination - - -
------------- ------------- --------------
TOTAL $(176) $(54) $(266)
============= ============= ==============
HSN
disengagement Non-recurring Operating
costs items (b) Income
------------- ------------- --------------
Operating Businesses:
HSN - U.S. $(32) $- $86
Ticketing - - 78
Personals - - 23
Hotels.com - (1) 106
Expedia - (2) 92
Interval - - (5)
PRC - (35) (38)
Corporate expense and other
adjustments - - (65)
------------- ------------- --------------
Subtotal $(32) $(38) $276
Emerging Businesses:
Citysearch - (6) (106)
International TV shopping
and other - (49) (81)
ECS / Styleclick - (29) (61)
------------- ------------- --------------
Subtotal $- $(84) $(248)
Disengaged HSN homes - - -
Intersegment elimination - - -
------------- ------------- --------------
TOTAL $(32) $(122) $28
============= ============= ==============
----------------------------------------------------------------------
Pro forma 2001 (a)
----------------------------------------------------------------------
Operating
Revenue Expenses,
ex. D&A,
disengagement &
nonrecurring Adjusted
items EBITDA
------------- ---------------- -----------
Operating Businesses:
HSN - U.S. $1,557 $(1,335) $222
Ticketing 580 (473) 106
Personals 49 (33) 17
Hotels.com 536 (455) 81
Expedia 297 (236) 61
Interval N/A N/A N/A
PRC 299 (264) 34
Corporate expense and other
adjustments - (31) (31)
------------- ---------------- -----------
Subtotal $3,318 $(2,828) $490
Emerging Businesses:
Citysearch 46 (90) (43)
International TV shopping
and other 273 (298) (26)
ECS / Styleclick 34 (88) (54)
------------- ---------------- -----------
Subtotal $353 $(476) (123)
Disengaged HSN homes 102 (91) 11
Intersegment elimination (7) 7 -
------------- ---------------- -----------
TOTAL $3,766 $(3,387) $379
============= ================ ===========
Amortization Amortization
of cable of
Depreciation distribution non-cash
fees items
------------- --------------- ------------
Operating Businesses:
HSN - U.S. $(49) $(42) $(49)
Ticketing (23) - (41)
Personals (2) - (6)
Hotels.com (2) - (18)
Expedia (11) - (63)
Interval N/A N/A -
PRC (31) - -
Corporate expense and other
adjustments (5) - (19)
------------- --------------- ------------
Subtotal $(123) $(42) $(196)
Emerging Businesses:
Citysearch (7) - (80)
International TV shopping
and other (4) (2) (2)
ECS / Styleclick (9) - (0)
------------- --------------- ------------
Subtotal $(20) $(2) $(82)
Disengaged HSN homes - - -
Intersegment elimination - - -
------------- --------------- ------------
TOTAL $(142) $(44) $(278)
============= =============== ============
HSN
disengagement Non-recurring Operating
costs items (b) Income
------------- -------------- -------------
Operating Businesses:
HSN - U.S. $(4) $(1) $77
Ticketing - - 42
Personals - - 9
Hotels.com - - 62
Expedia - - (13)
Interval N/A N/A N/A
PRC - (9) (6)
Corporate expense and other
adjustments - (3) (59)
------------- -------------- -------------
Subtotal $(4) $(13) $113
Emerging Businesses: -
Citysearch - (1) (131)
International TV shopping
and other - (2) (35)
ECS / Styleclick - (11) (73)
------------- -------------- -------------
Subtotal $- $(13) $(240)
Disengaged HSN homes - - 11
Intersegment elimination - - -
------------- -------------- -------------
TOTAL $(4) $(26) $(116)
============= ============== =============
(a) Pro forma for Expedia and VUE transactions.
(b) See F-1 and F-2 for a description of non-recurring items which,
for purposes of this reconciliation, have been allocated F-8 to
the applicable business.
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